The Seattle-based department store's special committee on the board of directors ended its discussions with members of the Nordstrom family regarding a possible buyout deal, citing failure to reach an agreement over price.
"The Special Committee believes that Nordstrom is well positioned to capitalize on future opportunities to gain market share through its customer strategy, centered on three strategic pillars," the company said in a statement Tuesday, March 20, including "providing a differentiated product offering; delivering exceptional services and experiences; and leveraging the strength of its brand.
Nordstrom shares are down more than 2% in after hours trading, dipping to $49.35 per share.
The termination marks a second failed attempt for members of the founding Nordstrom family — including co-Presidents Blake Nordstrom, Peter Nordstrom, and Erik Nordstrom — to take the company private after announcing that they'd explore buyout options last June. In October, the family came close to a deal with private equity firm Leonard Green & Partners, which couldn't secure enough cash for the proposed $2 billion deal.
Earlier this month, the family proposed a $50-per-share deal, but the board called the price "inadequate."
"It's a tricky situation because Nordstrom has had challenges over the past few years, and the last two quarters had stronger growth," Josh Blechman, director of Exponential ETFs, an exchange-traded-fund provider, told TheStreet following the board's initial reaction. But it was in between the turning tides, he added, when the family first announced its plan to take the company private, which caused the stock to inflate.
While the Nordstrom board states that the company will press forward as a public entity, industry sources speculated that another buyer could swoop in.
The special committee voted down the family's proposals, presumably, to protect the interests of minority shareholders. If the board is contending that $50 is too low, "they probably have a sense of what other players are willing to pay," said James Angel, a professor at Georgetown University's McDonough School of Business, pointing to Amazon.com Inc. (AMZN) - Get Report as a potential buyer.
"Until recently, the public capital markets valued Nordstrom in the low $40's," he said. Now, Nordstrom has had two strong quarters, "and especially with a strategic buyer, there could be a lot of synergies."
A boardroom fight is also possible, according to Blechman, though it's unlikely.
A similarly contentious boardroom fight could play out within Nordstrom, according to Blechman, though it's unlikely. Because the special committee is comprised of the board's independent directors who must be re-elected every year, it means that with more than 30% of shares in the company, the Nordstrom family has considerable voting power to block the re-election of board members on that committee.
"They can try and turn this into a proxy contest, but it also means that the family would have to convince the rest of the shareholders of their lower valuation," Blechman said. "Michael Dell did it."